Tetragon Financial Group Ltd Notification of a tender offer
08 November 2017 - 6:00PM
UK Regulatory
TIDMTFG
Tetragon Financial Group Limited Announcement of Tender Offer to Purchase
$65,000,000 of Tetragon Non-Voting Shares
LONDON, Nov. 8, 2017 /PRNewswire/ -- Tetragon and its subsidiary Tetragon
Financial Group Master Fund Limited announce the commencement of a tender offer
to purchase a portion of the outstanding non-voting shares of Tetragon for a
maximum aggregate payment of $65,000,000 in cash. The tender offer, which was
initially announced by Tetragon on October 31, 2017, will be conducted as a
"modified Dutch auction" with shareholders able to tender their Tetragon
non-voting shares at prices ranging from and including $12.60 up to and
including $14.00 per share. The tender offer is expected to expire at 11:59
p.m. (EST) on December 7, 2017, unless terminated earlier. Deutsche Bank AG,
London Branch will act as dealer manager for the tender offer and Computershare
Investor Services PLC will act as tender agent for the tender offer.
Eligible shareholders will be able to indicate how many Tetragon non-voting
shares and at what price or prices within the specified range they wish to
tender. Based on the number of shares tendered and the prices specified by the
tendering shareholders, Deutsche Bank will determine the lowest price per share
within the range that will enable the Tetragon Master Fund to purchase
$65,000,000 in value of Tetragon non-voting shares, or a lower amount if the
tender offer is not fully subscribed. All shares purchased by the Tetragon
Master Fund in the tender offer will be purchased at the same price. The
determined purchase price, as well as the proration factor (if applicable), is
expected to be announced on or about December 12, 2017, and Tetragon expects
the purchase of shares in the tender offer would be settled promptly
thereafter.
The tender offer is not conditioned upon the receipt of any minimum number of
shares being tendered.
This release is for informational purposes only and is neither an offer to buy
nor the solicitation of an offer to sell any shares of Tetragon. The full
details of the tender offer, including complete instructions on how to tender
shares, are included in the offer to purchase which is available on Tetragon's
website at the following URL:
http://www.tetragoninv.com/investors/share-price-centre/
share-repurchase-programmes/2017
Shareholders should read carefully the offer to purchase because it contains
important information. Shareholders may obtain electronic copies of this
document free of charge by calling Deutsche Bank at +49 69 9103 0128.
Shareholders are urged to read these materials carefully prior to making any
decision with respect to the tender offer.
Contacts:
Deutsche Bank AG, London Branch: Andreas Franzen (+49 69 9103 0128) or Stephen
Lambrix (+1 212 250 8339)
About Tetragon:
Tetragon is a closed-ended investment company that invests in a broad range of
assets, including bank loans, real estate, equities, credit, convertible bonds
and infrastructure and TFG Asset Management, a diversified alternative asset
management business. Where sensible, through TFG Asset Management, Tetragon
seeks to own all, or a portion, of asset management companies with which it
invests in order to enhance the returns achieved on its capital. Tetragon's
investment objective is to generate distributable income and capital
appreciation. It aims to provide stable returns to investors across various
credit, equity, interest rate, inflation and real estate cycles. The company is
traded on Euronext in Amsterdam N.V. and on the Specialist Fund Segment of the
main market of the London Stock Exchange. For more information please visit the
company's website at www.tetragoninv.com.
Tetragon: Press Inquiries:
Yuko Thomas Prosek Partners
Investor Relations Andy Merrill and Ryan FitzGibbon
ir@tetragoninv.com +1 212 279 3115 ext. 216 and ext. 234
Pro-tetragon@prosek.com
This release contains inside information within the meaning of Article 7(1) of
the EU Market Abuse Regulation.
This release does not contain or constitute an offer to sell or a solicitation
of an offer to purchase securities in the United States or any other
jurisdiction. The securities of Tetragon have not been and will not be
registered under the U.S. Securities Act of 1933 and may not be offered or sold
in the United States or to U.S. persons unless they are registered under
applicable law or exempt from registration. Tetragon does not intend to
register any portion of its securities in the United States or to conduct a
public offer of securities in the United States. In addition, Tetragon has not
been and will not be registered under the U.S. Investment Company Act of 1940,
and investors will not be entitled to the benefits of such Act. Tetragon is
registered in the public register of the Netherlands Authority for the
Financial Markets under Section 1:107 of the Financial Markets Supervision Act
as a collective investment scheme from a designated country.
In the United Kingdom, this announcement is being distributed to, and is
directed at, only (a) persons who have professional experience in matters
relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended; (b) high net worth companies, and
other persons to whom it may otherwise lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005; or (c) persons to whom an invitation or
inducement to engage in an investment activity (within the meaning of Section
21 of the Financial Services and Markets Act 2000) in connection with the
tender offer may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant
persons"). The tender offer is available only to relevant persons. Any person
who is not a relevant person should not act or rely on this announcement or any
of its contents.
Deutsche Bank AG is authorised under German Banking Law (competent authority:
European Central Bank) and, in the United Kingdom, by the Prudential Regulation
Authority. It is subject to supervision by the European Central Bank and by
BaFin, Germany's Federal Financial Supervisory Authority, and is subject to
limited regulation in the United Kingdom by the Prudential Regulation Authority
and Financial Conduct Authority. Details about the extent of Deutsche Bank AG's
authorisation and regulation by the Prudential Regulation Authority, and
regulation by the Financial Conduct Authority are available on request or from
www.db.com/en/content/eu_disclosures.htm.
END
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